BUSINESS LAW

            Acquisitions, Restructuring and Securities           

Art and Antiquities

• Represented clients in extensive negotiations with governmental ministries to arrange for the repatriation of certain arts and antiquities, and advised clients on the tax ramifications of repatriation

• Purchased, both at auction and at private sales, artwork in excess of $100M, on behalf of a major collector of impressionist and post-impressionist paintings 

• Advised clients in connection with the donation of various works of art, including bequests to The Solomon R. Guggenheim Foundation and The Israel Museum

Diamonds and Jewelry

• Representation of a major diamond dealer in a complex joint venture for the sourcing and sale of diamonds

• Structured and completed a series of acquisitions on behalf of diamond industry clientele, in international joint ventures in Russia, Dubai, Namibia, Angola and South Africa, for the sourcing, cutting, polishing and sale of diamonds

• Advised a client in connection with structuring and operation of special purpose retail franchises in the United States, the United Kingdom and Russia

Leisure Market - Aircraft and Yachts

• Represented the buyer of an $18.4 million Dassault-Breguet Falcon 900

• Assisted an offshore buyer in the $20.6 million purchase of a Gulfstream Aerospace GIVSP aircraft

• Structured and closed the simultaneous sale and purchase of helicopters as an IRS section 1031 “like-kind exchange”

• Assisted the buyer in the purchase and subsequent foreign commercial registration of a 34.5 meter Codecasa Motor Yacht

Other Transactions

• Represented client in $500 million bid for Korean steel company, including negotiating multi-tier financings and cross-border joint ventures with steel industry partners

• Advised a client in connection with a multi-million dollar bid for six supermarkets which a national chain of supermarkets had been required to divest itself of by the Federal Trade Commission

• Represented the sole shareholder of a specialty cheese importer/distributor in the $16.5 million purchase of all the company’s shares by a national importer/marketer of specialty and deli-style cheeses

• Represented a public company in a reverse stock split, immediately followed by a forward stock split, where stockholders of record were entitled to receive a cash payment for their shares immediately before the transaction, rather than fractional shares

• Represented a prominent London chef in the opening of his first New York restaurant, and provided counsel for related business activities

• Advised the placement and remarketing agents in the issuance of Standard & Poors rated $20 million Variable/Fixed Rate Redeemable Securities

• Representation of a technology investment firm in a private equity investment in an Indian aircraft company

Banking and Finance

• Advised on the structuring and closing of loans in excess of $145 million under the “Loan to Attorneys Program” for law firms in Texas, District of Columbia, Oklahoma, Georgia, Missouri, New York, Pennsylvania and California, designed to assist large regional plaintiff’s firms in managing irregular cash flows

• Represented a financial institution in the issuance of secured revolving credit and loan facilities in excess of $200 million for the US subsidiaries of various Israeli companies

• Advised a fund in the structuring and closing of an acquisition loan for an institutional trader of environmental credits

• Represented the corporate borrower in a complex, $12 million reorganization, refinancing, and factoring arrangement

• Counseled a client in a purchase in excess of $75 million, both directly and through joint ventures with others, of sub prime mortgage paper from a subsidiary of a major bank

• Assisted a client in the structuring and establishment, both for its own account and the account of others, of a mortgage servicing company which is intended to focus primarily on the mortgage sub prime market

CONSTRUCTION LAW AND LITIGATION

• Representation of a national construction management client in the defense of a $6.5 million federal court, extra work, delay and defamation action by a foundation subcontractor on a university School of Medicine building construction project, with dispositive motion resulting in dismissal of the entire case based on subcontractor’s untimely or non-compliance with claim and dispute notice provisions, adjudged to be contractual conditions precedent to payment of balances and retainage

• Representation of state authority on multi-million dollar litigation claims for breach of engineering and design contract and professional malpractice against multiple defendants on 500MW New York power plant construction project, resolved in negotiated settlement in pre-mediation phase

• AAA multi-million dollar mediation and arbitration claims prosecution and defense for major utilities contractor in multi-party proceeding involving subcontracts for electrical conduit installation on land and off Atlantic Ocean, for project to significantly increase utility power capabilities on Long Island from New Jersey source, including claims relating to land and landfall horizontal directional drilling

• Co-counsel consultation on arbitration proceeding for out of state design-build joint venture contractor, relating to substantial claim against engineering design subconsultant for under designed quantities, extra work and delay damages on construction in South Carolina of largest U.S. cable–stayed bridge

• Claim prosecution for contractor on multi-million dollar breach of bridges rehabilitation contract against New York municipal agency

• Article 78 proceeding in New York state court for wrongful contract default of construction contractor, and defense of companion New Jersey federal court surety indemnity case, on bridge construction project for New York municipal agency

• Representation of national environmental remediation contractor in defending against federal agency “whistle blower” claims of contaminated water wrongful discharge on Florida Superfund cleanup project, with resulting nominal settlement and avoidance of potentially costly debarment proceedings

• Rescinding of municipal agency contractor default and expunging default from record on water pollution control plant construction contract in New York

• Administrative appeal to municipal agency commissioner reversing agency chief contracting officer non-responsive bid determination, followed by awarding of substantial construction contract to a client in New York

• Advised a union pension fund and drafted all contracts in connection with the construction of the union’s Brooklyn headquarters, and representation of the union on related issues involving building underpinning, property rights, warranty, subcontractor disputes and surveying malpractice

• Continuing representation of an oil company in New York State Navigation Law contamination litigation and site clean-up actions

GENERAL COMMERICAL AND REAL ESTATE LITIGATION

• In a class action sex discrimination lawsuit involving pay disparity, reached settlement on behalf of 180 women employees (one of the largest per capita recoveries in a lawsuit of this kind), and implemented changes in the defendant’s compensation practices and performance evaluation system

• Successfully represented a tenant in AAA Arbitration over a commercial restaurant lease dispute and obtained an award of attorney’s fees and costs in favor of the client as the “prevailing party”

• Representation of commercial tenant in action by landlord for unpaid rent under lease which the landlord’s management company had agreed orally, but not in writing, to cancel

• Representation of cooperative corporation in action, brought on behalf of its member stores, to enjoin termination of general liability insurance by the group’s carrier

• Representation of a New York bank in defense of a series of fraudulent conveyance actions by judgment creditors of a bank borrower, resulting in two Second Circuit decisions. In the first case, the Court of Appeals affirmed dismissal of plaintiff’s initial claims on statute of limitations and other grounds. In the second case, the Court affirmed the vacatur of plaintiff’s judgment against the bank’s borrower. The second decision was a rare instance of the vacatur of a judgment pursuant to a FRCP 60(b) motion, made by a non-party to the action in which the judgment was rendered.

REAL ESTATE

• Representation of a real estate development company in the conversion and offering for sale of a 28 unit residential condo in a landmarked building on Manhattan’s Upper West Side

• Rendered continuing assistance to a national theater group over disputes involving ownership and shared-usage of a Harlem theater property and advice on possible redevelopment for the benefit of the theater

• Represented a leading Japanese clothing retailer, and its US subsidiary, in the negotiations of its leases for retail and office space in the New York area, including its flagship store in SoHo

• Advised a private foundation in the purchase of the former headquarters of the American Jewish Congress, a former six-story, landmarked Manhattan town house

• Represented a NASDAQ-listed company in the purchase of a $13 million manufacturing facility

• Closed and acquired title to the John Jacob Astor Suite at the Plaza Condominium Residences for a client as “replacement property” in an IRS section 1031 tax deferred, like-kind exchange, with continued assistance to design professional during renovation

• Provided counsel in $15 million IRS section 1031 “improvement-exchange” or tax deferred exchange relating to the sale of a commercial factory, where part of the proceeds were “parked” with the qualified intermediary and used to cover improvements to the real property

• Represented and structured an IRS 1031 tax-deferred exchange of an artist’s Tribeca loft for a Harlem Striver’s Row townhouse

TRUSTS & ESTATES

• Rendered estate planning and tax advice for a financier whose estate exceeds $600 million, and whose assets were located in the United States, Great Britain and the Bahamas, including an analysis of estate, gift and generation-skipping tax issues, where the estate was primarily payable to a private foundation

• Advised clients in connection with the donation of various works of art, including bequests to The Solomon R. Guggenheim Foundation and The Israel Museum